Beijing Tianyuan law firm
About Risesun Real Estate Development Co.Ltd(002146)
Legal opinions of the second extraordinary general meeting of shareholders in 2022
Jtgz (2022) No. 080 to: Risesun Real Estate Development Co.Ltd(002146)
Risesun Real Estate Development Co.Ltd(002146) (hereinafter referred to as “the company”) the second extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting”) adopts the combination of on-site voting and online voting. The on-site meeting was held on February 28, 2022 in conference room 1, 10th floor, Risesun Real Estate Development Co.Ltd(002146) building, No. 81, Xiangyun Road, development zone, Langfang City, Hebei Province. Beijing Tianyuan law firm (hereinafter referred to as “the firm”) accepted the appointment of the company and appointed its lawyers to attend the on-site meeting of the general meeting of shareholders, and in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The rules for the general meeting of shareholders of listed companies (revised in 2016) (hereinafter referred to as the “rules for the general meeting of shareholders”) and the Risesun Real Estate Development Co.Ltd(002146) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the personnel attending the on-site meeting, the qualifications of the convener This legal opinion is issued on the voting procedures and voting results of the meeting.
In order to issue this legal opinion, our lawyers reviewed the announcement of the resolution of the sixth meeting of the Risesun Real Estate Development Co.Ltd(002146) seventh board of directors, the announcement of the resolution of the seventh meeting of the Risesun Real Estate Development Co.Ltd(002146) seventh board of directors, and the notice of Risesun Real Estate Development Co.Ltd(002146) on convening the shareholders’ meeting of the second extraordinary general meeting of the company in 2022 (hereinafter referred to as the “notice on convening the shareholders’ meeting”) The supplementary notice of Risesun Real Estate Development Co.Ltd(002146) on convening the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as the “Supplementary Notice on convening the general meeting of shareholders”), the suggestive notice on convening the second extraordinary general meeting of shareholders of the company in 2022 and other documents and materials deemed necessary by our lawyers, At the same time, it reviewed the identity and qualification of shareholders attending the on-site meeting, witnessed the convening of the general meeting of shareholders, and participated in the on-site vote monitoring and counting of the voting votes of the general meeting of shareholders.
The law firm and the securities firm have strictly followed the principle of good faith and the law of the people’s Republic of China and the rules for the administration of securities business, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange and the handling lawyer agree to take this legal opinion as the legal document for the announcement of the general meeting of shareholders, submit it to Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) together with other announcement documents for review and announcement, and bear the responsibility for the legal opinion issued in accordance with the law.
Our lawyers have verified and verified the documents and relevant facts provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
The seventh board of directors of the company held the sixth meeting on January 18, 2022, made a resolution to convene the general meeting of shareholders, and issued the notice of convening the general meeting of shareholders and the supplementary notice of convening the general meeting of shareholders through the designated information disclosure media on January 19, 2022 and February 16, 2022 respectively. The notice on convening the general meeting of shareholders and the supplementary notice on convening the general meeting of shareholders set forth the time, place, deliberation matters, voting methods and participants of the general meeting of shareholders.
The shareholders’ meeting will be held by combining online voting with on-site voting. The on-site meeting of the general meeting of shareholders was held at 3:00 p.m. on February 28, 2022 in conference room 1, 10th floor, Risesun Real Estate Development Co.Ltd(002146) building, No. 81 Xiangyun Road, development zone, Langfang City, Hebei Province. Mr. Geng Jianming, chairman of the board, presided over and completed all the agenda of the meeting. The online voting of the general meeting of shareholders is conducted through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The specific time of voting through the trading system is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on February 28, 2022; The specific time of voting through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on February 28, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
A total of 67 shareholders and their proxies (including online voting) attended the general meeting of shareholders of the company, holding 2359750440 shares with voting rights, accounting for 542700% of the total shares of the company, including: 1. According to the shareholder shareholding certificate, identity certificate of legal representative provided by the shareholders attending the on-site meeting of the company According to the power of attorney, personal identity certificate and other relevant materials of shareholders, a total of 7 shareholders and shareholder representatives (including shareholder agents) attended the on-site meeting of the general meeting of shareholders, holding 2257383347 voting shares of the company, accounting for 519158% of the total shares of the company.
2. According to the online voting results provided by Shenzhen Securities Information Co., Ltd., a total of 60 shareholders participated in the online voting of the general meeting of shareholders, holding 102367093 voting shares of the company, accounting for 2.3543% of the total shares of the company.
The company has 62 directors, supervisors, senior managers, shareholders (or shareholders’ agents) other than shareholders (or shareholders’ agents) (hereinafter referred to as “small and medium-sized investors”) who individually or jointly hold more than 5% of the company’s shares, representing 106082363 voting shares of the company, accounting for 2.4397% of the total shares of the company.
In addition to the above shareholders and shareholders’ representatives, the directors, supervisors, Secretary of the board of directors and lawyers of the company attended the meeting, and some senior managers attended the meeting as nonvoting delegates.
(II) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company.
The qualification of online voting shareholders shall be verified by the system of the stock exchange when they conduct online voting. After verification, our lawyers believe that the qualifications of the participants and conveners of the general meeting of shareholders are legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
Upon inspection, the matters voted at this general meeting of shareholders have been listed in the notice on convening the general meeting of shareholders. The shareholders’ meeting adopted the combination of on-site voting and online voting to consider and vote on the proposals on the agenda, and did not shelve or refuse to vote for any reason.
For the on-site voting of the matters considered at the general meeting of shareholders, the shareholder representatives, supervisors and lawyers of the exchange shall jointly count and monitor the votes. The online voting of this general meeting of shareholders shall be subject to the voting statistics provided by Shenzhen Securities Information Co., Ltd.
After combining the online voting and on-site voting results, the voting results of the proposal considered at the shareholders’ meeting are as follows:
(I) proposal on providing guarantee for financing of Langfang Junyi building materials Co., Ltd
Voting: 2349733875 shares were approved, accounting for 995755% of the total voting shares held by all shareholders attending the meeting; Against 9993665 shares, accounting for 0.4235% of the total voting shares held by all shareholders attending the meeting; 22900 shares abstained, accounting for 0.0010% of the total voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors was: 96065798 shares were agreed, accounting for 905577% of the total voting shares held by small and medium-sized investors attending the meeting; Against 9993665 shares, accounting for 9.4207% of the total voting shares held by small and medium-sized investors attending the meeting; 22900 shares were abstained, accounting for 0.0216% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(II) proposal on providing supplementary guarantee for the financing of Langfang Jiali building materials Co., Ltd
Voting: 2349733875 shares were approved, accounting for 995755% of the total voting shares held by all shareholders attending the meeting; Against 9993665 shares, accounting for 0.4235% of the total voting shares held by all shareholders attending the meeting; 22900 shares abstained, accounting for 0.0010% of the total voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors was: 96065798 shares were agreed, accounting for 905577% of the total voting shares held by small and medium-sized investors attending the meeting; Against 9993665 shares, accounting for 9.4207% of the total voting shares held by small and medium-sized investors attending the meeting; 22900 shares were abstained, accounting for 0.0216% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
(III) proposal on appointment of directors of the company
Voting: 2357282915 shares were approved, accounting for 998954% of the total voting shares held by all shareholders attending the meeting; 2447225 opposed shares, accounting for 0.1037% of the total voting shares held by all shareholders attending the meeting; 20300 shares abstained, accounting for 0.0009% of the total voting shares held by all shareholders attending the meeting. Among them, the voting situation of small and medium-sized investors was: 103614838 shares were agreed, accounting for 976740% of the total voting shares held by small and medium-sized investors attending the meeting; 2447225 shares were opposed, accounting for 2.3069% of the total voting shares held by small and medium-sized investors attending the meeting; 20300 shares were abstained, accounting for 0.0191% of the total voting shares held by small and medium-sized investors attending the meeting.
Voting result: adopted
Our lawyers believe that the voting procedures and results of this general meeting of shareholders are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of Association; The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Tianyuan law firm on the second extraordinary general meeting of shareholders in Risesun Real Estate Development Co.Ltd(002146) 2022) (seal) person in charge of Beijing Tianyuan law firm: Zhu Xiaohui
Handling lawyer (signature): Gao Yuan
Sun Chunyan
Address: 10th floor, The Pacific Securities Co.Ltd(601099) insurance building, No. 28, Fengsheng Hutong, Xicheng District, Beijing, 100032, China
February 28, 2022
